General terms and conditions of: Ampowr B.V.

ARTICLE 1: DEFINITIONS

In these terms and conditions, capitalized words shall have the meaning set out in this article 1, unless explicitly stated otherwise.

Supplier: Client: Parties: Agreement:

Supplier: Ampowr B.V.

Client: Suppliers’ counterparty

Parties: Supplier & Client

Agreement: The agreement between Supplier and Client; and

Products: Products as described in an Agreement, offer or tender, including but not limited to: the delivery of goods and the rendering of services and advice

ARTICLE 2: GENERAL

  1. The stipulations of these terms and conditions apply to each and every offer of- and Agreement with Supplier, and to all its Products, also if such Agreement is performed or such Products are delivered by any third parties

  2. The Agreement and these terms and conditions can only be diverged from by written agreement between the Parties.

  3. The application of any terms and conditions employed by Client is hereby explicitly rejected.

  4. If one or more paragraphs in these terms and conditions should be null and void or declared null and void or not binding, then the other paragraphs of these terms and conditions shall remain fully applicable and any such null and void paragraph shall automatically be replaced with such paragraph which matches the content of the original paragraph as much as possible without being null and void.

ARTICLE 3: OFFERS AND TENDERS

  1. The offers made by Supplier shall be free of obligation and be based on the information provided by Client at the time of the requested offer. The offers shall be valid for a period of fourteen (14) days, unless indicated otherwise or deviated from in writing. Supplier shall only be bound by the offers if the acceptance thereof is confirmed in writing by Client within fourteen (14) days.

  2. The prices given in offers shall be exclusive of VAT, customs and excise duties, taxes, (disposal) fees and other government levies, as well as of shipment costs and possible packaging and administration costs, unless explicitly stated otherwise. If no VAT number of a foreign Client is provided, Supplier shall include VAT in its invoice.

  3. Offers or amounts based on third party offers (such as of raw materials, freight quotations, stowage charges, foreign currencies, fees, levies, duties, taxes, etc.) or that are subject to price fluctuations or (lead) surcharges shall always be without engagement, even when this does not explicitly appear from the offer.

  4. Offers shall not apply automatically to repeat orders.

  5. Supplier is permitted to charge price increases if changes in costs have occurred between the moment the offer was made and the moment of execution of the Agreement with respect to (for example) raw materials, salaries and wages, freight quotations, stowage charges, foreign currencies ́ exchange rates, fees, levies, duties, taxes, semi-finished products or packaging material.

  6. lf a sample or model was provided to Client, it is assumed that such was been given by way of indication only, unless the Parties agree explicitly that the Product to be delivered shall correspond with it.

ARTICLE 4: EXECUTION OF THE AGREEMENT

  1. Supplier shall execute the Agreement to the best of its knowledge and ability.

  2. Supplier has the right to have the Products delivered by third parties.

  3. Client shall ensure that Supplier shall be provided in due time with all data which Supplier requires or which Client must in all reasonableness understand to be required for the execution of the Agreement. If Supplier was not provided the data required to execute the Agreement, Supplier shall have the right to suspend the execution of the Agreement and/or to charge Client for the additional costs resulting from the delay. The term of delivery shall never commence
    before such data were made available to Supplier.

  4. If the Parties have agreed that the Agreement will be executed in stages, Supplier may suspend the execution of any particular stage until Client has approved in writing the results of the stage prior to it.

ARTICLE 5: DELIVERY AND TRANSFER OF RISKS

  1. Deliveries up to USD 40.000 shall be made to the Client (Incoterms 2010: DDP), unless the Parties have agreed otherwise in writing.

  2. Deliveries above USD 40.000 shall be made to the Port of Destination (Incoterms 2010: CIF) against the relevant title documents, unless the Parties have agreed otherwise in writing.

  3. lf Client refuses to take delivery or arrange collection, or fails to provide the information or instructions required for the delivery or collection, Supplier shall be entitled to store the Products at Client’s risk and expense.

  4. If Supplier has offered or accepted a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights, nor shall exceeding of the term be considered a breach of the Agreement. lf a term is exceeded, Client must give Supplier notice of default in writing. 

  5. Supplier shall be entitled to deliver the Products in parts, unless such is deviated from in writing in the Agreement or if the partial delivery does not represent an independent value. Supplier shall be entitled to invoice the thus delivered Products separately.

  6. Any estimated time of delivery or collection is a mere indication. If the indicated time of delivery or collection is exceeded, then the Client shall have the right to reasonably require the Supplier to complete delivery or collection preparations. 

  7. Such request shall be delivered by registered mail. 

ARTICLE 6: CHANGES TO THE AGREEMENT

  1. If during the execution of the Agreement it becomes evident that the Products need to be changed and/or supplemented in order to ensure a proper execution of the Agreement, the Parties shall adapt the Agreement accord- ingly in due time and in mutual consultations.

  2. If the Parties agree that the Agreement needs to be changed and/or supplemented, this decision may influence the time of completion of the execution. Supplier shall inform Client thereof as soon as possible.

  3. Should the change and/or supplement to the Agreement have any financial and/or qualitative consequences, Supplier shall inform Client thereof in advance.

  4. If a fixed rate has been agreed upon then Supplier shall indicate the degree to which the change or supplement to the Agreement will result in an increase of said fixed rate.

ARTICLE 7: INSPECTION, COMPLAINTS AND RETURN MERCHANDISE AUTHORITY (RMA)- PROCEDURE

  1. Client can only return a Product within the warranty period according to the Return Merchandise Authority (RMA)-procedure. The Client will inspect the Products upon receipt.

  2. Before returning any Products to Supplier, the Client shall first fill out the RMA-form that can be requested through info@ampowr.com

  3. This form shall then be sent to Supplier via email to info@ampowr. If agreed, the Suppli- er shall respond to the client and confirm a unique RMA-number for that particular return.

  4. After confirmation of the RMA-number, the Products will be transported to the Supplier at the expense of the Client. Products that are returned to the Supplier without an RA number or a completely filled out RMA-form will not be accepted.

  5. Supplier will only accept returned Products if they are sent to the address specified by Supplier.

  6. Supplier requires that Products are complete, in an unused condition and in the original and undamaged packaging. Supplier reserves the right to recover the costs associated with failure to comply with the above criteria on Client.

  7. In the event that a Product is returned which does not comply with the order and/ or if it shown that the defective Product is not accepted for valid reasons such as dead on arrival (DOA), Supplier will repair the item, replace the item or reverse the payment. Supplier reserves the right to choose for either repair or replacement by a new Product. If the Product proves defective more than fifteen (15) days after receipt, it cannot be exchanged or refunded.

  8. In case of a refund to the Client, Supplier shall pay within sixty (60) days after receipt of the payment of the returned Product.

  9. Client will respect the reasonable time Supplier will take for a RA-procedure. Supplier strives to handle an RA-procedure within two months.

  10. When the tracing of a defect in a Product or a part of a Product, which is excluded from the warranty, involves research and reparation costs, these costs are always borne by the Client. Supplier strives to give prior notifica- tion. The absence of this notification does not relieve the Client from the obligation to pay these costs. If no warranty applies, the Supplier will charge the applicable repair rate. Supplier reserves the right to retain the Product until having been paid for the repair costs.

ARTICLE 8: RETENTION OF TITLE

  1. All Products delivered shall remain Supplier’s property until Client has fully settled the purchase price for all of these Products.

  2. In respect of other claims against Client than set out under paragraph 1. above, Client shall, upon Supplier’s demand, instantly cooper- ate in the establishing of a non- possessory pledge on all Products delivered to Client.

  3. Client shall not be authorized to pledge or encumber the Products in any way whilst these are still subject to the retention of title.

  4. If third parties (i) seize Products that are still subjected to the retention of title or (ii) wish to establish or assert any right thereto, Client shall inform Supplier thereof as soon as reasonably possible.

  5. Client shall undertake to mark the Products delivered by Supplier as retained and or pledged for the benefit of Supplier.

  6. Client shall undertake to properly insure the Products delivered subject to retention of title and non-possessory pledge.

  7. After the final term for payment has passed without payment having been made in full, Supplier shall (i) have the right to rescind the Agreement out of court and without further formalities and (ii) have the right to require the Client to return the Products to the Supplier in their original state and condition within eight (8) days or have these Products collected at the site of the Client. The Client shall cooperate in full.

ARTICLE 9: PAYMENT

  1. Billing and payment of all costs under this Agreement will take place in Euros or USD.

  2. The purchase price applies to all Products and services ordered under the purchase agreement.

  3. Unless otherwise expressly agreed in writing by Supplier, payment must be made within fourteen (14) days from the date of invoice, without any postponement, set-off or reduction. Contesta- tion of the amount of the invoices shall not sus- pend the fulfillment of the payment obligation.

  4. Supplier is at all times authorized to require Client to pay an advance payment for the Products to be delivered. If such payment is refused, Supplier has a right to suspend and rescind the Agreement, without Client acquiring any right to compensation.

  5. If Client fails to fulfill its payment obligation within the term of fourteen (14) days, then Client shall be in default by operation of law. In that event, Client shall owe an interest of one percent (1%) per month, unless the statutory interest rate of article 6:119a Dutch Civil Code is higher, in which case the statutory interest rate of article 6:119a Dutch Civil Code shall apply. The interest on the amount due and payable shall be calculated as from the day Client is in default until the moment he has paid the amount in full.

  6. In case of overdue payment, all Client’s payment obligations shall fall immediately due and payable, irrespective of whether Supplier has already invoiced in the matter.

  7. Supplier’s claims against Client shall become due on demand in the event that Client is wound up, attached, declared bankrupt, or a request thereto was filed, or if a suspension of payment is requested.

  8. If in the case of overdue payment judicial or other action is taken for collection, the amount of the debt shall be increased, regardless of the interests already due and to fait due, by fifteen percent (15%) of the principal amount with a minimum of EUR 350 to cover accounting costs as well as all judicial and extra judicial costs (including the cost of legal assistance).

ARTICLE 10: GUARANTEE

  1. Unless otherwise agreed to in writing, any guarantee on any Product shall never exceed the guarantee granted by the Supplier.

  2. The guarantee set out under 1. above can only be invoked if the Client can prove that the defect was solely or primarily due to reasons that were not nor could not have become evident upon delivery.

  3. Paragraphs 6 and 7 of article 7 shall apply. For repairs that do not fall under the protection of any guarantee, Supplier shall be permitted to charge its hourly rate and disbursements.

  4. The fulfillment of the obligations set out above is the only recourse available to the Client on the Supplier.

  5. All guarantees shall lapse immediately in case the Products were altered, repaired, wrongfully maintained or used, without the prior written approval of Supplier.

  6. The guarantee mentioned in paragraph 1. shall in any event not apply if:

    • Client has not timely provided Supplier with all information required by Supplier and requested by Supplier in order to deliver or replace the Products;
    • Any defect originated as a result of govern- ment regulations regarding the nature, quality and/or composition of the Products;
    • Client has determined the composition of the Products;
    • Any defect originated as the result of injudicious or improper use of the Products;
    • The guarantee given by Supplier concerns Products produced by a third party, in which case the guarantee shall be limited to the guarantee given by the producer of the Products; or
    • The liability of Supplier for damages suffered by Client due to Supplier’s breach of the guarantee set out above, is governed by the liability regime laid down in article 14.

ARTICLE 11: JUDICIAL AND EXTRA-JUDICIAL COSTS

  1. If Client fails to fulfill its obligations hereunder, all costs incurred by Supplier shall be borne by Client. If Client remains in default of pay- ment within the set time period, he forfeits an immediately payable penalty of fifteen percent (15%) of the amount due at that moment with a minimum penalty of EUR 350.

  2. If Supplier can demonstrate that he has incurred expenses, which were reasonably required under the circumstances, then said expenses shall also qualify for reimbursement.

  3. All judicial and execution costs incurred by Supplier shall also be borne by Client.

ARTICLE 12: SUSPENSION, RESCISSION AND CANCELLATION

  1. Supplier shall be authorized to suspend the fulfillment of the obligations under the Agreement or to rescind the Agreement without the intervention of a court, without notice of default and without any obligation of Supplier under the guarantee or obligation to pay compensation, in the event that:

    a. Client does not fulfill or does not fully fulfill its obligations resulting from the Agreement;

    b. After the Agreement has been concluded, Supplier learns of circumstances giving good ground to fear that Client will not fulfill its obligations. If good ground exists to fear that Client will only partially or improperly fulfill its obligations, suspension shall only be allowed in so far the shortcoming justifies such action;

    c. Supplier finds itself in a situation in which fulfill- ment of the order cannot be reasonably expected;

    d. Client requests a suspension of payments or if such is granted, if a petition for bankruptcy of the other party is submitted or if the other party is declared bankrupt;

    e. Client alienates its enterprise or loses the direct control over it;

    f. Client was asked to furnish security to guarantee the fulfillment of its obligations resulting from the Agreement when the Agreement was con- cluded and that this security is not provided or insufficient. As soon as security is furnished, the authorization to suspend shall lapse, unless said fulfillment has been unreasonably delayed because of it; or

    g. Supplier was placed under guardianship or otherwise in any other way has no power of its assets or loses parts of it.

  2. Supplier shall furthermore be authorized to rescind the Agreement prematurely, without intervention of a court of justice, if:

    a. Client is late with regard to payment or is, in some other way, imputably in default with regard to the fulfillment of its obligations, in- cluding obligations of previous Agreements; or

    b. Circumstances arise of such a nature that fulfillment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness.

  3. Supplier will be authorized to rescind the Agreement with immediate effect and to reclaim Products which are the property of Supplier which may be in the possession of the Client.

  4. If the Agreement is rescinded, Supplier’s claims against Client shall be forthwith due and payable. Client shall indemnify Supplier against the costs associated with the termination of the Agreement. If Supplier suspends fulfillment of its obligations, Supplier shall retain its rights under the law and the Agreement.

  5. Supplier is not liable for any loss suffered by Client which may result from the action of, or an order to, Supplier, as a result of the short- comings of Supplier.

  6. Upon rescission any mutual claims will be due immediately. The Client shall be liable for the existing damages of Supplier, including loss of profits and costs of transport.

  7. Client will only have the power to rescind the Agreement if the Supplier, following a proper and detailed written notice, will have a reasonable time period for remedying the failure, or any other attributable failure to perform material obligations under this Agreement.

  8. In case of cancellation of the Agreement by the Client through no fault of the Supplier (and thus before delivery of the Products) due to any reason, Supplier will reserve the right to demand fulfillment.

  9. If Supplier rescinds the Agreement or accepts the cancellation, Supplier shall be entitled to reimbursement by the Client for the costs of Supplier that so far incurred, and to a payment to Supplier for a percentage of twenty percent (20%) of the amount that the Agreement was involved in.

ARTICLE 13: RETURN OF PRODUCTS PUT AT CLIENT’S DISPOSAL

  1. If Supplier has put any Products at Client’s disposal (by delivery, transfer, display or otherwise) during and in connection with the execution of the Agreement, Client shall be held to return these Products in their original state within fifteen (15) days after termination, rescission or cancellation of the Agreement. If Client fails to fulfill this obligation, all resulting costs shall be at Client’s expense.

  2. If, for any reason whatsoever, Client remains in default to fulfill the respective obligation, Supplier shall be entitled to recover the resulting damages and costs, including replacement costs, from Client.

ARTICLE 14: LIABILITY AND INDEMNITY

  1. Except for valid claims under a guarantee, Supplier shall not be liable for any damages in relation to the execution of the Agreement.

  2. Supplier’s liability for direct damages shall in any event be limited to the invoiced value of the Products and/or services and/or or advice in question.

  3. Supplier shall not be liable for indirect damages, including but not limited to consequential damage, loss of profit, lost savings, losses due to delays (e.g. in transport), and damages due to business stagnation.

  4. The limitation of liability and exclusion of liability set out under 1. and 2. above shall not apply in the event that Client proves that the damages was caused by intentional act or willful recklessness of Supplier, or its management.

  5. Client shall fully indemnify Supplier against all claims of third parties in connection with delivered Products and/or services rendered (such as but not limited to treatment of products with Products) and/or advices rendered.

ARTICLE 15: FORCE MAJEURE

  1. The Parties shall not be held to fulfill any of their obligations if they are hindered to do
    so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.

  2. Supplier shall also be entitled to invoke force majeure if the circumstances that render a (further) fulfillment of the obligation(s) impossible, commence after the moment Supplier should have fulfilled its obligation.

  3. If the force majeure period has continued for more than two consecutive months, Supplier shall be entitled to extend or rescind the Agreement without any obligation to pay the opposite party any damages, except as provided in Article 78 of Book 6 of the Dutch Civil Code.

  4. Insofar Supplier has already partially fulfilled its obligations resulting from the Agreement at the moment the circumstance of force majeure commenced, Supplier shall be entitled to invoice the part already fulfilled. Client shall be held to pay this invoice as if it were a separate Agreement.

ARTICLE 16: INDEMNITY

  1. Client shall fully indemnify and hold harmless Supplier against claims filed by third parties concerning intellectual property rights on material or data provided by Client, which shall be used for and during the execution of the Agreement. 

  2. If Client provides Supplier with information carriers, electronic files or software, etc., Client shall guarantee that said information carriers, electronic files or software are free of viruses and defects.

ARTICLE 17: INTELLECTUAL PROPERTY

  1. Without prejudice to the other stipulations of these terms and conditions, Supplier reserves its rights and authorities to which Supplier is entitled.

  2. The designs, sketches, drawings, films, software and other material or (electronic) files, possibly produced by Supplier within the framework of the Agreement, shall re- main Supplier’s property, irrespective of the fact whether they have been handed over to Client or to third parties, unless otherwise agreed upon in writing.

  3. Documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., provided by Supplier, shall be destined to be used by Client exclusively and must not be reproduced, made public or brought to the notice of third parties by Client without prior consent from Supplier, unless the nature of the documents provided dictates otherwise.

  4. Supplier shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.

ARTICLE 18: CONFIDENTIALITY

  1. Each party to the Agreement will keep any and all non-public information and documentation in connection with this Agreement strictly confidential unless disclosure is thereof required by law.

  2. Upon the termination of the Agreement each party shall return the documentation received from the other. Each party shall impose an obligation to keep such information and documentation confidential upon its employees and other individuals engaged in the performance of the obligations under this Agreement. This provision shall survive the termination of the Agreement.

ARTICLE 19: NON-EMPLOYMENT OF SUPPLIER’S PERSONNEL

Throughout the duration of the Agreement and for one year following the termination thereof, Client shall not in any way, (attempt to) hire or employ in any other way, be it directly or indirectly, staff of Supplier or of enterprises whom Supplier has engaged to execute the present Agreement and who are (or were) involved in the execution of the Agreement, without prior proper businesslike consultations on this matter, all this in accordance with the requirements of reasonableness and fairness.

ARTICLE 20: THIRD PARTY CLAUSE

The provisions contained herein regarding exclusion and limitation of liability, as well as regarding Supplier’s indemnity and termination / prescription of the right of action, shall also apply to Supplier’s employees and third parties it has engaged in any manner as well as of their employees.

ARTICLE 21: DISPUTES

  1. Any and all disputes between Supplier and Client in connection with this Agreement will be subjected to the competent court in The Netherlands.

  2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.

  3. Any dispute must be brought to the attention of the competent court within one year after the claim arose and became known to the plaintiff.

ARTICLE 22: APPLICABLE LAW

Any Agreement and legal relation between Supplier and Client will be governed by the laws of The Netherlands. The Convention on Contracts for the International Sale of Goods (‘Vienna Convention’) is explicitly excluded.

General terms and conditions of: Ampowr B.V.

ARTICLE 1: DEFINITIONS

In these terms and conditions, capitalized words shall have the meaning set out in this article 1, unless explicitly stated otherwise.

Supplier: Client: Parties: Agreement:

Supplier: Ampowr B.V.

Client: Suppliers’ counterparty

Parties: Supplier & Client

Agreement: The agreement between Supplier and Client; and

Products: Products as described in an Agreement, offer or tender, including but not limited to: the delivery of goods and the rendering of services and advice

ARTICLE 2: GENERAL

  1. The stipulations of these terms and conditions apply to each and every offer of- and Agreement with Supplier, and to all its Products, also if such Agreement is performed or such Products are delivered by any third parties

  2. The Agreement and these terms and conditions can only be diverged from by written agreement between the Parties.

  3. The application of any terms and conditions employed by Client is hereby explicitly rejected.

  4. If one or more paragraphs in these terms and conditions should be null and void or declared null and void or not binding, then the other paragraphs of these terms and conditions shall remain fully applicable and any such null and void paragraph shall automatically be replaced with such paragraph which matches the content of the original paragraph as much as possible without being null and void.

ARTICLE 3: OFFERS AND TENDERS

  1. The offers made by Supplier shall be free of obligation and be based on the information provided by Client at the time of the requested offer. The offers shall be valid for a period of fourteen (14) days, unless indicated otherwise or deviated from in writing. Supplier shall only be bound by the offers if the acceptance thereof is confirmed in writing by Client within fourteen (14) days.

  2. The prices given in offers shall be exclusive of VAT, customs and excise duties, taxes, (disposal) fees and other government levies, as well as of shipment costs and possible packaging and administration costs, unless explicitly stated otherwise. If no VAT number of a foreign Client is provided, Supplier shall include VAT in its invoice.

  3. Offers or amounts based on third party offers (such as of raw materials, freight quotations, stowage charges, foreign currencies, fees, levies, duties, taxes, etc.) or that are subject to price fluctuations or (lead) surcharges shall always be without engagement, even when this does not explicitly appear from the offer.

  4. Offers shall not apply automatically to repeat orders.

  5. Supplier is permitted to charge price increases if changes in costs have occurred between the moment the offer was made and the moment of execution of the Agreement with respect to (for example) raw materials, salaries and wages, freight quotations, stowage charges, foreign currencies ́ exchange rates, fees, levies, duties, taxes, semi-finished products or packaging material.

  6. lf a sample or model was provided to Client, it is assumed that such was been given by way of indication only, unless the Parties agree explicitly that the Product to be delivered shall correspond with it.

ARTICLE 4: EXECUTION OF THE AGREEMENT

  1. Supplier shall execute the Agreement to the best of its knowledge and ability.

  2. Supplier has the right to have the Products delivered by third parties.

  3. Client shall ensure that Supplier shall be provided in due time with all data which Supplier requires or which Client must in all reasonableness understand to be required for the execution of the Agreement. If Supplier was not provided the data required to execute the Agreement, Supplier shall have the right to suspend the execution of the Agreement and/or to charge Client for the additional costs resulting from the delay. The term of delivery shall never commence
    before such data were made available to Supplier.

  4. If the Parties have agreed that the Agreement will be executed in stages, Supplier may suspend the execution of any particular stage until Client has approved in writing the results of the stage prior to it.

ARTICLE 5: DELIVERY AND TRANSFER OF RISKS

  1. Deliveries up to USD 40.000 shall be made to the Client (Incoterms 2010: DDP), unless the Parties have agreed otherwise in writing.

  2. Deliveries above USD 40.000 shall be made to the Port of Destination (Incoterms 2010: CIF) against the relevant title documents, unless the Parties have agreed otherwise in writing.

  3. lf Client refuses to take delivery or arrange collection, or fails to provide the information or instructions required for the delivery or collection, Supplier shall be entitled to store the Products at Client’s risk and expense.

  4. If Supplier has offered or accepted a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights, nor shall exceeding of the term be considered a breach of the Agreement. lf a term is exceeded, Client must give Supplier notice of default in writing. 

  5. Supplier shall be entitled to deliver the Products in parts, unless such is deviated from in writing in the Agreement or if the partial delivery does not represent an independent value. Supplier shall be entitled to invoice the thus delivered Products separately.

  6. Any estimated time of delivery or collection is a mere indication. If the indicated time of delivery or collection is exceeded, then the Client shall have the right to reasonably require the Supplier to complete delivery or collection preparations. 

  7. Such request shall be delivered by registered mail. 

ARTICLE 6: CHANGES TO THE AGREEMENT

  1. If during the execution of the Agreement it becomes evident that the Products need to be changed and/or supplemented in order to ensure a proper execution of the Agreement, the Parties shall adapt the Agreement accord- ingly in due time and in mutual consultations.

  2. If the Parties agree that the Agreement needs to be changed and/or supplemented, this decision may influence the time of completion of the execution. Supplier shall inform Client thereof as soon as possible.

  3. Should the change and/or supplement to the Agreement have any financial and/or qualitative consequences, Supplier shall inform Client thereof in advance.

  4. If a fixed rate has been agreed upon then Supplier shall indicate the degree to which the change or supplement to the Agreement will result in an increase of said fixed rate.

ARTICLE 7: INSPECTION, COMPLAINTS AND RETURN MERCHANDISE AUTHORITY (RMA)- PROCEDURE

  1. Client can only return a Product within the warranty period according to the Return Merchandise Authority (RMA)-procedure. The Client will inspect the Products upon receipt.

  2. Before returning any Products to Supplier, the Client shall first fill out the RMA-form that can be requested through info@ampowr.com

  3. This form shall then be sent to Supplier via email to info@ampowr. If agreed, the Suppli- er shall respond to the client and confirm a unique RMA-number for that particular return.

  4. After confirmation of the RMA-number, the Products will be transported to the Supplier at the expense of the Client. Products that are returned to the Supplier without an RA number or a completely filled out RMA-form will not be accepted.

  5. Supplier will only accept returned Products if they are sent to the address specified by Supplier.

  6. Supplier requires that Products are complete, in an unused condition and in the original and undamaged packaging. Supplier reserves the right to recover the costs associated with failure to comply with the above criteria on Client.

  7. In the event that a Product is returned which does not comply with the order and/ or if it shown that the defective Product is not accepted for valid reasons such as dead on arrival (DOA), Supplier will repair the item, replace the item or reverse the payment. Supplier reserves the right to choose for either repair or replacement by a new Product. If the Product proves defective more than fifteen (15) days after receipt, it cannot be exchanged or refunded.

  8. In case of a refund to the Client, Supplier shall pay within sixty (60) days after receipt of the payment of the returned Product.

  9. Client will respect the reasonable time Supplier will take for a RA-procedure. Supplier strives to handle an RA-procedure within two months.

  10. When the tracing of a defect in a Product or a part of a Product, which is excluded from the warranty, involves research and reparation costs, these costs are always borne by the Client. Supplier strives to give prior notifica- tion. The absence of this notification does not relieve the Client from the obligation to pay these costs. If no warranty applies, the Supplier will charge the applicable repair rate. Supplier reserves the right to retain the Product until having been paid for the repair costs.

ARTICLE 8: RETENTION OF TITLE

  1. All Products delivered shall remain Supplier’s property until Client has fully settled the purchase price for all of these Products.

  2. In respect of other claims against Client than set out under paragraph 1. above, Client shall, upon Supplier’s demand, instantly cooper- ate in the establishing of a non- possessory pledge on all Products delivered to Client.

  3. Client shall not be authorized to pledge or encumber the Products in any way whilst these are still subject to the retention of title.

  4. If third parties (i) seize Products that are still subjected to the retention of title or (ii) wish to establish or assert any right thereto, Client shall inform Supplier thereof as soon as reasonably possible.

  5. Client shall undertake to mark the Products delivered by Supplier as retained and or pledged for the benefit of Supplier.

  6. Client shall undertake to properly insure the Products delivered subject to retention of title and non-possessory pledge.

  7. After the final term for payment has passed without payment having been made in full, Supplier shall (i) have the right to rescind the Agreement out of court and without further formalities and (ii) have the right to require the Client to return the Products to the Supplier in their original state and condition within eight (8) days or have these Products collected at the site of the Client. The Client shall cooperate in full.

ARTICLE 9: PAYMENT

  1. Billing and payment of all costs under this Agreement will take place in Euros or USD.

  2. The purchase price applies to all Products and services ordered under the purchase agreement.

  3. Unless otherwise expressly agreed in writing by Supplier, payment must be made within fourteen (14) days from the date of invoice, without any postponement, set-off or reduction. Contesta- tion of the amount of the invoices shall not sus- pend the fulfillment of the payment obligation.

  4. Supplier is at all times authorized to require Client to pay an advance payment for the Products to be delivered. If such payment is refused, Supplier has a right to suspend and rescind the Agreement, without Client acquiring any right to compensation.

  5. If Client fails to fulfill its payment obligation within the term of fourteen (14) days, then Client shall be in default by operation of law. In that event, Client shall owe an interest of one percent (1%) per month, unless the statutory interest rate of article 6:119a Dutch Civil Code is higher, in which case the statutory interest rate of article 6:119a Dutch Civil Code shall apply. The interest on the amount due and payable shall be calculated as from the day Client is in default until the moment he has paid the amount in full.

  6. In case of overdue payment, all Client’s payment obligations shall fall immediately due and payable, irrespective of whether Supplier has already invoiced in the matter.

  7. Supplier’s claims against Client shall become due on demand in the event that Client is wound up, attached, declared bankrupt, or a request thereto was filed, or if a suspension of payment is requested.

  8. If in the case of overdue payment judicial or other action is taken for collection, the amount of the debt shall be increased, regardless of the interests already due and to fait due, by fifteen percent (15%) of the principal amount with a minimum of EUR 350 to cover accounting costs as well as all judicial and extra judicial costs (including the cost of legal assistance).

ARTICLE 10: GUARANTEE

  1. Unless otherwise agreed to in writing, any guarantee on any Product shall never exceed the guarantee granted by the Supplier.

  2. The guarantee set out under 1. above can only be invoked if the Client can prove that the defect was solely or primarily due to reasons that were not nor could not have become evident upon delivery.

  3. Paragraphs 6 and 7 of article 7 shall apply. For repairs that do not fall under the protection of any guarantee, Supplier shall be permitted to charge its hourly rate and disbursements.

  4. The fulfillment of the obligations set out above is the only recourse available to the Client on the Supplier.

  5. All guarantees shall lapse immediately in case the Products were altered, repaired, wrongfully maintained or used, without the prior written approval of Supplier.

  6. The guarantee mentioned in paragraph 1. shall in any event not apply if:

    • Client has not timely provided Supplier with all information required by Supplier and requested by Supplier in order to deliver or replace the Products;
    • Any defect originated as a result of govern- ment regulations regarding the nature, quality and/or composition of the Products;
    • Client has determined the composition of the Products;
    • Any defect originated as the result of injudicious or improper use of the Products;
    • The guarantee given by Supplier concerns Products produced by a third party, in which case the guarantee shall be limited to the guarantee given by the producer of the Products; or
    • The liability of Supplier for damages suffered by Client due to Supplier’s breach of the guarantee set out above, is governed by the liability regime laid down in article 14.

ARTICLE 11: JUDICIAL AND EXTRA-JUDICIAL COSTS

  1. If Client fails to fulfill its obligations hereunder, all costs incurred by Supplier shall be borne by Client. If Client remains in default of pay- ment within the set time period, he forfeits an immediately payable penalty of fifteen percent (15%) of the amount due at that moment with a minimum penalty of EUR 350.

  2. If Supplier can demonstrate that he has incurred expenses, which were reasonably required under the circumstances, then said expenses shall also qualify for reimbursement.

  3. All judicial and execution costs incurred by Supplier shall also be borne by Client.

ARTICLE 12: SUSPENSION, RESCISSION AND CANCELLATION

  1. Supplier shall be authorized to suspend the fulfillment of the obligations under the Agreement or to rescind the Agreement without the intervention of a court, without notice of default and without any obligation of Supplier under the guarantee or obligation to pay compensation, in the event that:

    a. Client does not fulfill or does not fully fulfill its obligations resulting from the Agreement;

    b. After the Agreement has been concluded, Supplier learns of circumstances giving good ground to fear that Client will not fulfill its obligations. If good ground exists to fear that Client will only partially or improperly fulfill its obligations, suspension shall only be allowed in so far the shortcoming justifies such action;

    c. Supplier finds itself in a situation in which fulfill- ment of the order cannot be reasonably expected;

    d. Client requests a suspension of payments or if such is granted, if a petition for bankruptcy of the other party is submitted or if the other party is declared bankrupt;

    e. Client alienates its enterprise or loses the direct control over it;

    f. Client was asked to furnish security to guarantee the fulfillment of its obligations resulting from the Agreement when the Agreement was con- cluded and that this security is not provided or insufficient. As soon as security is furnished, the authorization to suspend shall lapse, unless said fulfillment has been unreasonably delayed because of it; or

    g. Supplier was placed under guardianship or otherwise in any other way has no power of its assets or loses parts of it.

  2. Supplier shall furthermore be authorized to rescind the Agreement prematurely, without intervention of a court of justice, if:

    a. Client is late with regard to payment or is, in some other way, imputably in default with regard to the fulfillment of its obligations, in- cluding obligations of previous Agreements; or

    b. Circumstances arise of such a nature that fulfillment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness.

  3. Supplier will be authorized to rescind the Agreement with immediate effect and to reclaim Products which are the property of Supplier which may be in the possession of the Client.

  4. If the Agreement is rescinded, Supplier’s claims against Client shall be forthwith due and payable. Client shall indemnify Supplier against the costs associated with the termination of the Agreement. If Supplier suspends fulfillment of its obligations, Supplier shall retain its rights under the law and the Agreement.

  5. Supplier is not liable for any loss suffered by Client which may result from the action of, or an order to, Supplier, as a result of the short- comings of Supplier.

  6. Upon rescission any mutual claims will be due immediately. The Client shall be liable for the existing damages of Supplier, including loss of profits and costs of transport.

  7. Client will only have the power to rescind the Agreement if the Supplier, following a proper and detailed written notice, will have a reasonable time period for remedying the failure, or any other attributable failure to perform material obligations under this Agreement.

  8. In case of cancellation of the Agreement by the Client through no fault of the Supplier (and thus before delivery of the Products) due to any reason, Supplier will reserve the right to demand fulfillment.

  9. If Supplier rescinds the Agreement or accepts the cancellation, Supplier shall be entitled to reimbursement by the Client for the costs of Supplier that so far incurred, and to a payment to Supplier for a percentage of twenty percent (20%) of the amount that the Agreement was involved in.

ARTICLE 13: RETURN OF PRODUCTS PUT AT CLIENT’S DISPOSAL

  1. If Supplier has put any Products at Client’s disposal (by delivery, transfer, display or otherwise) during and in connection with the execution of the Agreement, Client shall be held to return these Products in their original state within fifteen (15) days after termination, rescission or cancellation of the Agreement. If Client fails to fulfill this obligation, all resulting costs shall be at Client’s expense.

  2. If, for any reason whatsoever, Client remains in default to fulfill the respective obligation, Supplier shall be entitled to recover the resulting damages and costs, including replacement costs, from Client.

ARTICLE 14: LIABILITY AND INDEMNITY

  1. Except for valid claims under a guarantee, Supplier shall not be liable for any damages in relation to the execution of the Agreement.

  2. Supplier’s liability for direct damages shall in any event be limited to the invoiced value of the Products and/or services and/or or advice in question.

  3. Supplier shall not be liable for indirect damages, including but not limited to consequential damage, loss of profit, lost savings, losses due to delays (e.g. in transport), and damages due to business stagnation.

  4. The limitation of liability and exclusion of liability set out under 1. and 2. above shall not apply in the event that Client proves that the damages was caused by intentional act or willful recklessness of Supplier, or its management.

  5. Client shall fully indemnify Supplier against all claims of third parties in connection with delivered Products and/or services rendered (such as but not limited to treatment of products with Products) and/or advices rendered.

ARTICLE 15: FORCE MAJEURE

  1. The Parties shall not be held to fulfill any of their obligations if they are hindered to do
    so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.

  2. Supplier shall also be entitled to invoke force majeure if the circumstances that render a (further) fulfillment of the obligation(s) impossible, commence after the moment Supplier should have fulfilled its obligation.

  3. If the force majeure period has continued for more than two consecutive months, Supplier shall be entitled to extend or rescind the Agreement without any obligation to pay the opposite party any damages, except as provided in Article 78 of Book 6 of the Dutch Civil Code.

  4. Insofar Supplier has already partially fulfilled its obligations resulting from the Agreement at the moment the circumstance of force majeure commenced, Supplier shall be entitled to invoice the part already fulfilled. Client shall be held to pay this invoice as if it were a separate Agreement.

ARTICLE 16: INDEMNITY

  1. Client shall fully indemnify and hold harmless Supplier against claims filed by third parties concerning intellectual property rights on material or data provided by Client, which shall be used for and during the execution of the Agreement. 

  2. If Client provides Supplier with information carriers, electronic files or software, etc., Client shall guarantee that said information carriers, electronic files or software are free of viruses and defects.

ARTICLE 17: INTELLECTUAL PROPERTY

  1. Without prejudice to the other stipulations of these terms and conditions, Supplier reserves its rights and authorities to which Supplier is entitled.

  2. The designs, sketches, drawings, films, software and other material or (electronic) files, possibly produced by Supplier within the framework of the Agreement, shall re- main Supplier’s property, irrespective of the fact whether they have been handed over to Client or to third parties, unless otherwise agreed upon in writing.

  3. Documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., provided by Supplier, shall be destined to be used by Client exclusively and must not be reproduced, made public or brought to the notice of third parties by Client without prior consent from Supplier, unless the nature of the documents provided dictates otherwise.

  4. Supplier shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.

ARTICLE 18: CONFIDENTIALITY

  1. Each party to the Agreement will keep any and all non-public information and documentation in connection with this Agreement strictly confidential unless disclosure is thereof required by law.

  2. Upon the termination of the Agreement each party shall return the documentation received from the other. Each party shall impose an obligation to keep such information and documentation confidential upon its employees and other individuals engaged in the performance of the obligations under this Agreement. This provision shall survive the termination of the Agreement.

ARTICLE 19: NON-EMPLOYMENT OF SUPPLIER’S PERSONNEL

Throughout the duration of the Agreement and for one year following the termination thereof, Client shall not in any way, (attempt to) hire or employ in any other way, be it directly or indirectly, staff of Supplier or of enterprises whom Supplier has engaged to execute the present Agreement and who are (or were) involved in the execution of the Agreement, without prior proper businesslike consultations on this matter, all this in accordance with the requirements of reasonableness and fairness.

ARTICLE 20: THIRD PARTY CLAUSE

The provisions contained herein regarding exclusion and limitation of liability, as well as regarding Supplier’s indemnity and termination / prescription of the right of action, shall also apply to Supplier’s employees and third parties it has engaged in any manner as well as of their employees.

ARTICLE 21: DISPUTES

  1. Any and all disputes between Supplier and Client in connection with this Agreement will be subjected to the competent court in The Netherlands.

  2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.

  3. Any dispute must be brought to the attention of the competent court within one year after the claim arose and became known to the plaintiff.

ARTICLE 22: APPLICABLE LAW

Any Agreement and legal relation between Supplier and Client will be governed by the laws of The Netherlands. The Convention on Contracts for the International Sale of Goods (‘Vienna Convention’) is explicitly excluded.